Final RFP HQ0147-11-R-0006.pdf

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Bob.Berkey@mda.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA

FAR (48 CFR) 53.214(c)

DX-C9 1 69

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

HQ0147 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 5 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and

"See RFP Cover Letter" conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

ROBERT P. BERKEY 256-450-1451

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 12

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 17 - 20 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 21 - 39 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

40 - 53

PART II - CO NTRACT CLAUSES

MISSILE DEFENSE AGENCY (MDA)

CONTRACTS DIRECTORATE

BLDG 5222 MARTIN RD

REDSTONE ARSENAL AL 35898-0001

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

01 May 2012

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HQ0147-11-R-0006

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED

BMDS Ground Tests

FPI

Fixed Price Incentive (Firm Target) - FPI

Planning, integrating, executing and analyzing UEWR & CD participation in

BMDS ground tests. This includes focused (GTX), integrated (GTI), and distributed (GTD) ground testing. See SOW paragraphs 3.10.1 and 3.10.2 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be equal to ____% of the Target Cost. (Offeror to fill in)

FOB: Destination

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

BMDS Flight Tests

FPI

Fixed Price Incentive (Firm Target) - FPI

Planning, integrating, executing and analyzing UEWR & CD participation in

BMDS flight tests. See SOW paragraph 3.10.3 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED

Satellite Test Campaign

FPI

Fixed Price Incentive (Firm Target) - FPI

Planning, integrating, executing and analyzing UEWR & CD participation in the

STC. See SOW paragraph 3.10.4 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0004 UNDEFINED

Test Infrastructure

FPI

Fixed Price Incentive (Firm Target) - FPI

Perform operation of UEWR & CD HWIL equipment at ISTC-1, ISTC-2 and PCIL test labs as necessary to maintain BM1 level of readiness. See SOW paragraph

3.9.1

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0005 UNDEFINED

Element Ground Test (EGT)

FPI

Fixed Price Incentive (Firm Target) - FPI

Planning, integrating, executing and analyzing UEWR & CD participation in

BMDS EGT. See SOW Paragraph 3.10.5 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0006 UNDEFINED

Warfighter Support

FPI

Fixed Price Incentive (Firm Target) - FPI

Provide programmatic and technical services for the Warfighter including responding to Requests for Information, Requests for Analyses and attending

Warfighter/Asset Management, Wargame/Exercise planning, execution and reporting events. See SOW paragraph 3.11 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0007 UNDEFINED

Modeling and Simulation (M&S)

FPI

Fixed Price Incentive (Firm Target) - FPI

Perform the Systems Engineering efforts required to define, develop, fabricate, intergrate, test, evaluate, document, deliver and support UEWR and CD M&S efforts including Element Ground testing and System Post Flight Reconstruction.

See SOW paragraph 3.12 if ordered.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0008 UNDEFINED

Integration Benchmark 1- 3 Testing

FPI

Fixed Price Incentive (Firm Target) - FPI

Complete Benchmark 1 - 3 testing to integrate UEWR & CD hardware or software into the ISTC-1, ISTC-2 and PCIL test labs. See SOW paragraph 3.9.

The Share Ratio shall be 50/50 Below Target and 50/50 Above Target; the Ceiling

Price shall be 120% of the Target Cost. Target Profit for each task order shall be

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

0009 UNDEFINED

Contract Data Requirements List (CDRL)

FPI

CLIN is Not Separately Priced (NSP). Data for CLINs 0001-0009, 0010-0012.

Data to be delivered under this contract shall be that cited in the CDRL, DD Form

1423, complete listing provided in Section J Exhibit A.

TOTAL TARGET PRICE

CEILING PRICE

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0010 Additional Test

Effort(s)

UNDEFINED

CPFF

Cost Plus Fixed Fee - CPFF

Advanced planning for potential future tests and changes or special situations that may occur. See SOW paragraph 5 if ordered.

The Fixed Fee shall be no greater than 8% of the estimated Maximum cost.

UNIT UNIT PRICE MAX AMOUNT

0011 UNDEFINED Cost Other Direct Cost (ODC) / Travel

COST

The Government has established a ceiling amount of $312,000. The

Government has determined that there will be no fee on ODC/travel.

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0012 UNDEFINED

Transition

FFP

Firm Fixed Price - FFP

Manage the orderly transfer of test management responsibilities from applicable contractors including migration of legacy data, training of operator and support personnel, and provisioning of all necessary items. See SOW paragraph 4.

MAX

NET AMT

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER

VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

CLAUSES INCORPORATED BY FULL TEXT

B-01 NOTIONAL CLIN VALUES (JUL 2011)

Contract Line Item Numbers (CLINs) 0001 through 0012 on the base contract document provide estimated values that are established in Section B as notional place holder values assigned by the Government to facilitate issuance of

Task/Delivery Orders. These estimated CLIN values are not binding. The notional CLIN values identified in

Section B may be adjusted by the Contracting Officer on a unilateral basis in administrative modifications to this contract. In no event shall the sum total of all Task/Delivery orders issued exceed the ceiling amount established in the contract.

Section C - Descriptions and Specifications

C-01 SCOPE OF WORK (MAY 2005)

The Contractor shall perform the work specified in the Statement of Work (SOW) or other Attachments and Exhibits in Section J of this contract. The Contractor shall provide all necessary materials, labor, equipment and facilities incidental to the performance of this requirement.

Section D - Packaging and Marking

D-01 PACKAGING AND MARKING OF TECHNICAL DATA (APR 2009)

Technical data items shall be preserved, packaged, packed, and marked in accordance with the best commercial practices to meet the packaging requirements of the carrier and insure safe delivery at destination. Classified reports, data and documentation shall be prepared for shipment in accordance with the current National Industrial

Security Program Operating Manual (NISPOM), DOD 5220.22-M.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

0002 Destination Government Destination Government

0003 Destination Government Destination Government

0004 Destination Government Destination Government

0005 Destination Government Destination Government

0006 Destination Government Destination Government

0007 Destination Government Destination Government

0008 Destination Government Destination Government

0009 Destination Government Destination Government

0010 Destination Government Destination Government

0011 Destination Government Destination Government

0012 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-7 Inspection Of Research And Development Fixed Price AUG 1996

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

52.246-8 Alt I Inspection Of Research And Development-Cost

Reimbursement (May 2001) - Alternate I

APR 1984

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

0005 N/A N/A N/A N/A

0006 N/A N/A N/A N/A

0007 N/A N/A N/A N/A

0008 N/A N/A N/A N/A

0009 N/A N/A N/A N/A

0010 N/A N/A N/A N/A

0011 N/A N/A N/A N/A

0012 N/A N/A N/A N/A

52.242-15 Stop-Work Order AUG 1989

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

252.246-7000 Material Inspection And Receiving Report MAR 2008

252.247-7023 Transportation of Supplies by Sea MAY 2002

252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

Section G - Contract Administration Data

252.201-7000 Contracting Officer's Representative DEC 1991

252.204-7002 Payment For Subline Items Not Separately Priced DEC 1991

252.204-7006 Billing Instructions OCT 2005

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

252.232-7010 Levies on Contract Payments DEC 2006

252.204-0001 LINE ITEM SPECIFIC: SINGLE FUNDING. (SEP 2009)

The payment office shall make payment using the ACRN funding of the line item being billed.

(End of clause)

G-01 CONTRACT ADMINISTRATION (SEP 2010)

Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government points of contact during the performance of this contract:

a. CONTRACTING OFFICERS

All contract administration will be effected by the Procuring Contracting Officer (PCO) or designated

Administrative Contracting Officer (ACO). Communication pertaining to the contract administration should be addressed to the Contracting Officer. Contract administration functions (see FAR 42.302 and DFARS 242.302) are assigned to the cognizant contract administration office. No changes, deviations, or waivers shall be effective without a modification of the contract executed by the Contracting Officer or his duly authorized representative authorizing such changes, deviations, or waivers.

The point of contact for all contractual matters is:

Name: Robert Berkey

Organizational Code: MDA/DACX

Telephone Number: 256-450-4791

E-Mail Address: bob.berkey@mda.mil mailto:bob.berkey@mda.mil

b. CONTRACTING OFFICER’S REPRESENTATIVE/CONTRACTING OFFICER’S TECHNICAL

REPRESENTATIVE

Neither the Contracting Officer’s Representative (COR) nor the Contracting Officer’s Technical

Representative (COTR) is authorized to change any of the terms and conditions of the contract. The Contractor is advised that only the Contracting Officer can change or modify the contract terms or take any other action which obligates the Government. Then, such action must be set forth in a formal modification to the contract. The authority of the COR and the COTR is strictly limited to him/her, without redelegation, to the specific duties set forth in his/her letter of appointment, a copy of which is furnished to the Contractor. Contractors who rely on direction from other than the Contracting Officer, a COR or a COTR acting outside the strict limits of his/her responsibilities as set forth in his/her letter of appointment do so at their own risk and expense. Such actions do not bind the Government contractually. Any contractual questions shall be directed to the Contracting Officer.

The COR under this contract is:

Name: TBD

Organizational Code: MDA/TBD

Telephone Number:

E-Mail Address:

The COTR under this contract is:

Name: TBD

Organizational Code: MDA/TBD

Telephone Number:

E-Mail Address:

G-05 SUBMISSION OF PAYMENT REQUESTS USING WIDE AREA WORK FLOW – RECEIPT AND

ACCEPTANCE (WAWF-RA) (SEP 2009)

a. Requirement for Electronic Payment Requests by WAWF-RA

1. The Contractor shall submit all payment requests electronically in accordance with FAR Part 32. As prescribed in DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports, contractors shall submit all payment requests in electronic form unless the exception in the DFARS clause applies.

Paper copies will no longer be processed for payment.

2. To facilitate electronic submission, contractors shall submit all payment requests through the Wide Area

Work Flow-Receipt and Acceptance (WAWF-RA) System as described at http://www.dfas.mil/contractorpay/electroniccommerce/wideareaworkflow.html using the appropriate Service

Acceptor’s DoDAAC (MDA/NCR is HQ0006, MDIOC is H95001, MDA/HSV is HQ0147). When using WAWF-

RA, the contractor must include the Contracting Officer’s Representative’s (COR) e-mail in the invoice submission template in order to notify the COR that a WAWF document has been submitted for approval.

3. In accordance with Appendix F of the DFARS, at the time of each delivery of supplies or services under this contract, the contractor shall prepare and furnish to the Government the WAWF-RA electronic form in lieu of a paper copy Material Inspection and Receiving Report (MIRR), DD Form 250.

4. When requesting final payment, the Contractor must establish compliance with all terms of the contract by submitting a Final Receiving Report through WAWF-RA, or Letter of Transmittal, as applicable.

5. The WAWF Training Links are located on the Internet at http://www.wawftraining.com/ and on the

‘live’ site at https://wawf.eb.mil under “About WAWF”.

6. Questions regarding the use of the system are to be directed to the WAWF Help Desk:

DISA DECC Ogden

Electronic Business Service Desk

CONUS ONLY: 1-866-618-5988

COMMERCIAL: 801-605-7095

DSN: 338-7095

FAX COMMERCIAL: 801-605-7453

FAX DSN: 388-7453

cscassig@csd.disa.mil

b. Submission of Invoices under Fixed Price Type Contracts

1. “Invoice” as used in this paragraph does not include the contractor’s requests for progress payments.

2. The use of WAWF-RA electronic form and invoice are in accordance with DFARS Appendix F.

3. In addition to the requirements of the Prompt Payment clause of the contract, the contractor shall cite on each invoice the contract line item (CLIN); the contract subline item number (SUBCLIN), if applicable; the accounting classification reference number (ACRN), and the payment terms.

4. The contractor shall prepare either:

a separate invoice for each activity designated to receive the supplies or services; or, a consolidated invoice covering all shipments delivered under an individual order.

5. If acceptance is at origin, the contractor shall submit the WAWF-RA electronic form or other acceptance verification directly to the designated payment office.

6. If acceptance is at destination, the consignee will forward acceptance verification to the designated payment office.

c. Submission of Vouchers under Time and Materials and Cost Type Contracts

1. Contractors approved under the Defense Contract Audit Agency’s (DCAA) direct billing program may submit the first and subsequent interim vouchers directly to the disbursing office. Contractors participating in the direct billing program must provide a copy of the first interim voucher to the cognizant DCAA office within 5 days of its submission to the disbursing office.

2. Upon written notification to the contractor, DCAA may rescind the direct submission authority. Upon receipt of the notice to rescind the direct submission authority, the contractor will immediately begin to submit invoices for the affected contracts to DCAA.

3. When authorized by the DCAA in accordance with DFARS 242.803(b) (i) (C), the contractor may submit interim payment requests. Such authorization does not extend to the first and final vouchers. Vouchers requesting interim payments shall be submitted no more than once every two weeks. For indefinite delivery type contracts, interim payment requests shall be submitted no more than once every two weeks for each delivery order.

There shall be a lapse of no more than 90 calendar days between performance and submission of an interim payment request.

4. The contractor agrees to segregate costs incurred under this contract at the level of performance, either task or subtask, or CLIN or SUBCLIN, rather than on a total contract basis, and to submit vouchers reflecting costs incurred at that level. Vouchers shall contain summaries of work charged during the period covered, as well as overall cumulative summaries for all work invoiced to date, by line item, subline item, task or subtask. Delivery orders will be segregated by individual order.

5. Prior to final voucher submission, the contractor must submit the final report/final deliverable to the contracting officer's representative (COR) for approval. The COR will provide to the contractor an e-mail stating acceptance of the final report/final deliverable. The contractor must attach the approval to the final voucher in

WAWF and forward to the cognizant DCAA office and ACO for approval.

G-10 SEGREGATION OF COSTS (MAY 2005)

For CLIN(s) 0001 through 0012, vouchers shall contain actual hours and costs by cost element (cost elements shall be at the lowest level of identification/ discrimination consistent with the Contractor's cost accounting system) and overall cumulative summaries of all work vouchered to date.

G-13 NOTICE OF THE GOVERNMENT'S USE OF OUTSIDE CONTRACTORS TO REVIEW SUBMITTED

INVOICES, PAYMENT REQUESTS, AND MATERIAL INSPECTION AND RECEIVING REPORTS (MAY

2009)

The Government may utilize support contractors to assist the Government in the review and evaluation of the offeror's invoices, payment requests, material inspection and receiving reports, and similar requests for payment or evidence of delivery. These contractors will be provided access to these and other records which may contain the proprietary information of the offeror, to include awarded contracts, to support Government officials in reviewing and reconciling invoices, payment records, and the Government's financial and budgetary records, and in facilitating the timely payment of submitted invoices.

The support contractors are prohibited from obtaining proprietary information to which their employees will have access in the performance of their responsibilities, and are required to promptly notify the contracting officer of any breach of their employees' non-disclosure obligations. Each of the contractor employees has also been required to execute a non-disclosure agreement which acknowledges their responsibilities to only use proprietary information in performance of the above tasks and for no other reason; that they will not share proprietary information with their employers; that they will not use such information for personal or other benefit; and that they will promptly notify their employers of any breaches of their responsibilities.

Unless the offeror specifically objects in writing, the offeror agrees, by the submission of a proposal, to allow the

Government's support contractors to have access to the offeror's proprietary information for the purposes described above.

Section H - Special Contract Requirements

252.215-7002 Cost Estimating System Requirements FEB 2012

252.217-7027 Contract Definitization OCT 1998

252.234-7002 EARNED VALUE MANAGEMENT SYSTEM (MAY 2011)

(a) Definitions. As used in this clause--

Acceptable earned value management system means an earned value management system that generally complies with system criteria in paragraph (b) of this clause.

Earned value management system means an earned value management system that complies with the earned value management system guidelines in the ANSI/EIA-748.

Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the

Department of Defense to rely upon information produced by the system that is needed for management purposes.

(b) System criteria. In the performance of this contract, the Contractor shall use--

(1) An Earned Value Management System (EVMS) that complies with the EVMS guidelines in the American

National Standards Institute/Electronic Industries Alliance Standard 748, Earned Value Management Systems

(ANSI/EIA-748); and

(2) Management procedures that provide for generation of timely, reliable, and verifiable information for the

Contract Performance Report (CPR) and the Integrated Master Schedule (IMS) required by the CPR and IMS data items of this contract.

(c) If this contract has a value of $50 million or more, the Contractor shall use an EVMS that has been determined to be acceptable by the Cognizant Federal Agency (CFA). If, at the time of award, the Contractor's EVMS has not been determined by the CFA to be in compliance with the EVMS guidelines as stated in paragraph (b)(1) of this clause, the Contractor shall apply its current system to the contract and shall take necessary actions to meet the milestones in the Contractor's EVMS plan.

(d) If this contract has a value of less than $50 million, the Government will not make a formal determination that the Contractor's EVMS complies with the EVMS guidelines in ANSI/EIA-748 with respect to the contract. The use of the Contractor's EVMS for this contract does not imply a Government determination of the Contractor's compliance with the EVMS guidelines in ANSI/EIA-748 for application to future contracts. The Government will allow the use of a Contractor's EVMS that has been formally reviewed and determined by the CFA to be in compliance with the EVMS guidelines in ANSI/EIA-748.

(e) The Contractor shall submit notification of any proposed substantive changes to the EVMS procedures and the impact of those changes to the CFA. If this contract has a value of $50 million or more, unless a waiver is granted by the CFA, any EVMS changes proposed by the Contractor require approval of the CFA prior to implementation. The

CFA will advise the Contractor of the acceptability of such changes as soon as practicable (generally within 30 calendar days) after receipt of the Contractor's notice of proposed changes. If the CFA waives the advance approval requirements, the Contractor shall disclose EVMS changes to the CFA at least 14 calendar days prior to the effective date of implementation.

(f) The Government will schedule integrated baseline reviews as early as practicable, and the review process will be conducted not later than 180 calendar days after--

(1) Contract award;

(2) The exercise of significant contract options; and

(3) The incorporation of major modifications.

During such reviews, the Government and the Contractor will jointly assess the Contractor's baseline to be used for performance measurement to ensure complete coverage of the statement of work, logical scheduling of the work activities, adequate resourcing, and identification of inherent risks.

(g) The Contractor shall provide access to all pertinent records and data requested by the Contracting Officer or duly authorized representative as necessary to permit Government surveillance to ensure that the EVMS complies, and continues to comply, with the performance criteria referenced in paragraph (b) of this clause.

(h) When indicated by contract performance, the Contractor shall submit a request for approval to initiate an over-target baseline or over-target schedule to the Contracting Officer. The request shall include a top-level projection of cost and/or schedule growth, a determination of whether or not performance variances will be retained, and a schedule of implementation for the rebaselining. The Government will acknowledge receipt of the request in a timely manner (generally within 30 calendar days).

(i) Significant deficiencies.

(1) The Contracting Officer will provide an initial determination to the contractor, in writing, on any significant deficiencies. The initial determination will describe the deficiency in sufficient detail to allow the Contractor to understand the deficiency.

(2) The Contractor shall respond within 30 days to a written initial determination from the Contracting Officer that identifies significant deficiencies in the Contractor's EVMS. If the Contractor disagrees with the initial determination, the Contractor shall state, in writing, its rationale for disagreeing.

(3) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the

Contracting Officer's final determination concerning--

(i) Remaining significant deficiencies;

(ii) The adequacy of any proposed or completed corrective action;

(iii) System noncompliance, when the Contractor's existing EVMS fails to comply with the earned value management system guidelines in the ANSI/EIA-748; and

(iv) System disapproval, if initial EVMS validation is not successfully completed within the timeframe approved by the Contracting Officer, or if the Contracting Officer determines that the Contractor's earned value management system contains one or more significant deficiencies in high-risk guidelines in ANSI/EIA-748 standards (guidelines

1, 3, 6, 7, 8, 9, 10, 12, 16, 21, 23, 26, 27, 28, 30, or 32). When the Contracting Officer determines that the existing earned value management system contains one or more significant deficiencies in one or more of the remaining 16 guidelines in ANSI/EIA-748 standards, the contracting officer will use discretion to disapprove the system based on input received from functional specialists and the auditor.

(4) If the Contractor receives the Contracting Officer's final determination of significant deficiencies, the Contractor shall, within 45 days of receipt of the final determination, either correct the significant deficiencies or submit an acceptable corrective action plan showing milestones and actions to eliminate the significant deficiencies.

(j) Withholding payments. If the Contracting Officer makes a final determination to disapprove the Contractor's

EVMS, and the contract includes the clause at 252.242-7005, Contractor Business Systems, the Contracting Officer will withhold payments in accordance with that clause.

(k) With the exception of paragraphs (i) and (j) of this clause, the Contractor shall require its ubcontractors to comply with EVMS requirements as follows:

(1) For subcontracts valued at $50 million or more, the following subcontractors shall comply with the requirements of this clause:

[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not been selected) designated for application of the EVMS requirements of this clause.]

TBD

(2) For subcontracts valued at less than $50 million, the following subcontractors shall comply with the requirements of this clause, excluding the requirements of paragraph (c) of this clause:

[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not been selected) designated for application of the EVMS requirements of this clause.]

TBD

(End of clause)

H-03 DELIVERY/TASK ORDERS (DEC 2010)

a. General. The task order procedures in this clause shall apply to CLIN 0001 through 0012. The

Government may order up to the maximum Direct Productive Labor Hours (DPLHs) specified in the Schedule. For purposes of this contract, the term “Task Order” is synonymous and interchangeable with the word “order” as used in Section I clauses FAR 52.216-18, 52.216-19 and 52.216-22. All /Task Orders are subject to the terms and conditions of this contract. In the event of a conflict between a Task Order and this contract, the contract shall prevail.

b. Ordering. Task Orders will be issued in written form by the Contracting Officer. Normally, prior to issuing a Task Order, the Contracting Officer will request, and the Contractor shall provide a Task Plan for accomplishing the work.

(1) Draft Task Order. The Contracting Officer will issue a draft Task Order to the Contractor with a request to the Contractor to submit a plan for accomplishing the task. The draft Task Order will include the following information:

(a) contract number, CLIN and SOO/SOW reference;

(b) description of the task to be performed;

(c) a period of performance for the task;

(d) description of the deliverables (as appropriate); and

(e) specify either LOE or completion and number of DPLH.

NOTE: Issuance of a draft Task Order does not authorize performance of this task.

(2) Task Plan. The Contractor shall submit a Task Plan within thirty (30) calendar days after receipt of a draft Delivery/Task Order. The Task Plan shall include:

(a) a brief description of the method and approach to accomplish the Task Order;

(b) estimated level of effort, in DPLHs by labor category, required to perform the task in the period of performance specified by the Task Order. (DPLHs to be delivered by the Contractor shall include all reimbursable labor hours worked regardless of source, prime or authorized subcontractor);

(c) the Contractor’s cost estimate, including all travel and other travel costs, with supporting rationale to perform the Task Order; and

(d) upon completion of negotiations, a certificate of Current Cost and Pricing Data, as required by

FAR 15.403-4, shall be submitted to the Contracting Officer.

(3) Task Order Issuance. Within thirty (30) calendar days after receipt of the Task Plan, the

Contracting Officer will provide either an executed Task Order, or advise the Contractor of changes required to the

Task Plan. Once the Contractor and Contracting Officer have agreed on the contents of the Task Plan, the

Contracting Officer will issue the Task Order, which includes the following:

(a) Contracting Officer signature and date of order;

(b) Contract number, CLIN, order number and SOW reference;

(c) Description of the Task to be performed;

(d) For LOE tasks, the maximum number of labor hours by labor category and total cost-plus-fixed fee ceiling to be expended on the task; for completion tasks, the estimated labor hours and cost-plus-fixed-fee;

(e) The period of performance for the task; and

(f) Deliverables including applicable CDRLs.

(4) Alternate Procedure. When time will not permit the preparation of a Task Plan before commencement of work, the Contracting Officer may issue a Task Order specifying a maximum DPLH and estimated cost not to be exceeded pending agreement on the Task Plan.

(a) The Contractor shall begin performance promptly and submit a Task Plan within ten (10) calendar days after receipt of the Task Order.

(b) Within ten (10) calendar days after receipt of the Task Plan, the Contracting Officer will provide either a written Notice of Approval, issue a modification to the Task Order, or advise the Contractor of changes required to the Task Plan.

(c) Until such time as a Task Plan is approved, the Contractor shall limit the expenditure of

DPLHs and costs at a rate such that the Task Order maximum DPLHs and ceiling price will not be exceeded prior to the completion of the task.

c. Task Order Modifications. Task Orders normally will be modified using the standard procedures for issuing Task Orders. In emergency circumstances, Task Orders may be modified orally by the Contracting Officer;

oral modifications will be confirmed by issuance of a written Task Order modification within five working days from the time of the oral communication modifying the order.

d. Performance. Subject to the contract terms and conditions, and unless otherwise directed by the

Contracting Officer, the Contractor shall initiate performance on new Task orders promptly upon receipt of a signed

Task Order. Performance of work on new Task orders prior to execution of an approved Task Order is not authorized and is at the Contractor’s own risk.

e. Cost and Labor Hour Limitation.

(1) The Contractor shall incur costs under this contract only in the performance of Task Orders and modifications to orders issued by the Contracting Officer. No other costs are authorized without the express written consent of the Contracting Officer. The Contractor will not be paid for expenditures above the maximum

DPLHs for LOE tasks or the cost-plus-fixed-fee ceiling of any individual Task Order (LOE or Completion).

(2) To allow the Contractor the flexibility to utilize the optimum labor mix in performing each

LOE Task Order, the Contractor may, without notice to the Government, increase or decrease the approved number of hours by no more than 10% for any labor category unless otherwise stated in the Task Order. These adjustments are allowable only to the extent that the maximum DPLHs (LOE) and ceiling price for the Task Order are not exceeded.

f. The Fully Burdened Labor Rates (FBLRs) listed in Section J, Attachment 3 shall be used for all future task orders after Task Order 0001. For Future Task Orders, once a negotiated agreement is reached regarding hours, these FBLRs will be multiplied by the agreed to hours to establish the total labor component of target cost. The

FBLRs will be renegotiated only if the Contracting Officer determines that the application of the FBLRs would result in a total target cost of the task order to be overstated or understated by at least 5% (plus or minus).

Convincing evidence must support the need for this adjustment subject to validation by DCMA and/or DCAA.

H-05 AUTHORIZED TRAVEL AND TRAVEL COSTS AS SPECIFIED UNDER A TRAVEL CLIN (APR

2009)

a. Travel. All contractor travel (non-local) that is directly billed under this contract as a specific travel

CLIN (other than extended commuting travel as defined under paragraph c. below) must be approved in advance in writing by the COR and/or by the Procuring Contracting Officer (PCO) using MDA Form 110.

b. Extended Commuting Travel.

(1) All contractor extended commuting travel under this contract must be approved by the COR and by the

PCO using MDA Form 110. Such approval will be granted only after review and government acceptance of contractor documentation showing that extended commuting travel is the most effective means of fulfilling the government’s requirements – cost and other factors considered.

(2) Extended commuting travel may be authorized for up to 90 days at a time and must be authorized in advance as stated in b. (1) above.

c. Definition: Extended Commuting Travel – travel that occurs regularly in the performance of this contract where an individual or individuals travel back and forth from their normal place, or city of employment to another location or locations over a 30 day (or longer) period.

H-06 INSURANCE (Apr 2009)

In accordance with FAR Part 28.307-2, Liability, the Contractor shall maintain the types of insurance and coverage listed below:

TYPES OF INSURANCE MINIMUM AMOUNT

Workmen's Compensation and all occupational disease As required by Federal and State law

Employer's Liability including all occupational disease $100,000 per accident when not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury $500,000 per occurrence

Automobile Liability (Comprehensive)

Bodily Injury per person $200,000

Bodily Injury per accident $500,000

Property Damage per accident $ 20,000

H-08 PUBLIC RELEASE OF INFORMATION (APR 2009)

a. The policies and procedures outlined herein apply to information submitted by the Contractor and his subcontractors for approval for public release. Prior to public release, all information shall be cleared as shown in the “National Industrial Security Program Operations Manual” (DoD 5220.22-M). At a minimum, these materials may be technical papers, presentations, articles for publication and speeches or mass media material, such as press releases, photographs, fact sheets, advertising, posters, compact discs, videos, etc.

b. All materials which relate to the work performed by the contractor under this contract shall be submitted to MDA for review and approval prior to release to the public. Subcontractor public information materials shall be submitted for approval through the prime contractor to MDA.

c. The MDA review and approval process for contractors working under an MDA contract starts with the contracting officer’s representative (COR).

(1) The contractor shall request a copy of MDA form “Security and Policy Review Worksheet for Public

Release Review” (.pdf format) or any superseding form from the MDA.

(2) The contractor shall complete Blocks 1, 2, 3 and 6 of Worksheet (or comply with the instructions of any superseding form) and submit it with materials to be cleared to the COR (see paragraph j. below). If the information was previously cleared, provide the Public Release Case Number if available and a copy of the previous document highlighting the updated information.

(3) The COR may affirm “public releaseability” by signing the Statement of Certification in Block 7 of the

Worksheet.

(4) The COR will forward the Worksheet with the materials to be cleared to the MDA designated point of contact for Block 8 approval and submission of package to MDA/PA.

(5) The COR will notify the contractor of the agency’s final decision regarding the status of the request.

d. The contractor shall submit the following to the COR at least 60 days in advance of the proposed release date:

(1) Security and Policy Review Worksheet and one (1) electronic copy of the material to be reviewed..

(2) Written statement, including:

(a) To whom the material is to be released

(b) Desired date for public release

(c) Statement that the material has been reviewed and approved by officials of the contractor or the subcontractor, for public release, and

(d) The contract number.

e. The items submitted must be complete. Photographs shall have captions.

f. Outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution statements, FOUO information, export controlled or ITAR information will not be accepted or cleared.

g. Abstracts or abbreviated materials may be submitted if the intent is to determine the feasibility of going further in preparing a complete paper for clearance. However, clearance of abstracts or abbreviated materials does not satisfy the requirement for clearance of the entire paper.

h. The MDA Director of Public Affairs (MDA/PA) is responsible for coordinating the public release review.

MDA/PA will work directly with the COR if there are questions or concerns regarding submissions. MDA/PA will not work with contractors who have not gone through their COR.

i. Once information has been cleared for public release, it is in the public domain and shall always be used in its originally cleared context and format. Information previously cleared for public release but containing new, modified or further developed information must be submitted again for public release following the steps outlined in items a. through h. above.

j. Due to time and screening constraints, it is recommended that all “public release” packages submitted to MDA be forwarded by a commercial overnight delivery service, addressed as follows:

Missile Defense Agency/TBD

Attn: COR

Mailing Address

City, State, Zip code

H-09 ORGANIZATIONAL CONFLICT OF INTEREST (Mar 2010)

a. Purpose: The primary purpose of this clause is to aid in ensuring that:

(1) the Contractor's objectivity and judgment are not biased because of its present or planned interests which relate to work under this contract;

(2) the Contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual or anticipated resources; and

(3) the Contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.

b. Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in FAR

Subpart 9.5 shall be applicable to this contract and any resulting subcontracts.

(1) The general rules in FAR 9.505-1 through 9.505-4 and the restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors-in-interest (hereinafter collectively referred to as "Contractor") in the activities covered by this contract as prime Contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity.

(2) The Missile Defense Agency’s OCI policy is in Attachment 7 of this contract.

c. Access to and Use of Government Information: If the Contractor, in performance of this contract, obtains access to Government information, or other program related information, such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer, it shall not:

(1) use such information for any private purpose;

(2) compete for work based on such information until one year after such information is released or otherwise made available to the public;

(3) submit an unsolicited proposal to the Government based on such information;

(4) release such information.

d. Access to and Protection of Proprietary Information: The Contractor agrees to treat proprietary data in accordance with the provisions of FAR 9.505-4. The Contractor shall enter into a written agreement for the protection of the proprietary data of others and exercise diligent effort to protect such proprietary data from unauthorized use or disclosure.

e. Subcontracts: The Contractor shall include this clause in consulting agreements, teaming agreements, subcontracts, or other arrangements for provision of services or supplies of any tier. The terms "contract", "Contractor", and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

f. Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflicts of interest as that term is used in FAR

Subpart 9.5. To facilitate disclosure and Contracting Officer approval, the Contractor shall complete an OCI

Analysis/Disclosure Form for each MDA, Ballistic Missile Defense (BMD), and BMD-related contract or subcontract ( form shall be requested from the Procuring Contracting Officer).

(2) The Contractor represents that if it discovers an organizational conflict of interest or potential conflict of interest after award, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflicts.

g. Remedies and Waiver:

(1) For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the

Contracting Officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the Government or take other appropriate actions.

(2) The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future.

Accordingly, the Contractor may at any time seek a waiver from the Director, MDA, (via the Contracting Officer) by submitting a full written description of the requested waiver and the reasons in support thereof.

h. Government Indemnity: The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third party information data or software by the Contractor, its employees, subcontractors or agents.

H-10 ENABLING CLAUSE FOR BMD INTERFACE SUPPORT (APR 2009)

a. It is anticipated that, during the performance of this contract, the Contractor will be required to support

Technical Interface/Integration Meetings (TIMS) with other Ballistic Missile Defense (BMD) Contractors and other

Government agencies. Appropriate organizational conflicts of interest clauses and additional costs, if any, will be negotiated as needed to protect the rights of the Contractor and the Government.

b. Interface support deals with activities associated with the integration of the requirements of this contract into BMD system plans and the support of key Missile Defense Agency (MDA) program reviews.

c. The Contractor agrees to cooperate with BMD Contractors by providing access to technical matters, provided, however, the Contractor will not be required to provide proprietary information to non-Government entities or personnel in the absence of a non-disclosure agreement between the Contractor and such entities.

d. The Contractor further agrees to include a clause in each subcontract requiring compliance with paragraph c. above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of its responsibility to manage its subcontracts effectively, nor is it intended to establish privity of contract between the

Government and such subcontractors.

e. Personnel from BMD Contractors or other Government agencies or Contractors are not authorized to direct the Contractor in any manner.

f. This clause shall not prejudice the Contractor or its subcontractors from negotiating separate organizational conflict of interest agreements with BMD Contractors; however, these agreements shall not restrict any of the Government's rights established pursuant to this clause or any other contract.

H-11 MDA VISIT AUTHORIZATION PROCEDURES (AUG 2011)

a. The Contractor shall submit all required visit clearances in accordance with current NISPOM regulations. Visit clearances shall identify the contract number.

For Visit Requests to the National Capital Region send to:

JPAS SMO Code: DDAAU4

Missile Defense Agency

Attn: Access Control Center

5700 18th Street, Bldg 245

Fort Belvoir, VA 22060-5573

571-231-8249

571-231-8099 FAX

ACC@MDA.mil

For Visit Requests to Huntsville, AL send to:

Missile Defense Agency, JPAS SMO Code:…